0001302343-17-000051.txt : 20170302
0001302343-17-000051.hdr.sgml : 20170302
20170302180149
ACCESSION NUMBER: 0001302343-17-000051
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20170301
FILED AS OF DATE: 20170302
DATE AS OF CHANGE: 20170302
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Education Realty Trust, Inc.
CENTRAL INDEX KEY: 0001302343
STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798]
IRS NUMBER: 201352180
STATE OF INCORPORATION: MD
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 999 SOUTH SHADY GROVE ROAD,
STREET 2: SUITE 600
CITY: MEMPHIS
STATE: TN
ZIP: 38120
BUSINESS PHONE: (901) 259-2500
MAIL ADDRESS:
STREET 1: 999 SOUTH SHADY GROVE ROAD,
STREET 2: SUITE 600
CITY: MEMPHIS
STATE: TN
ZIP: 38120
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Trubiana Thomas
CENTRAL INDEX KEY: 0001384969
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-32417
FILM NUMBER: 17660536
MAIL ADDRESS:
STREET 1: 999 SOUTH SHADY GROVE ROAD
STREET 2: SUITE 600
CITY: MEMPHIS
STATE: TN
ZIP: 38120
4
1
wf-form4_148849569495312.xml
FORM 4
X0306
4
2017-03-01
0
0001302343
Education Realty Trust, Inc.
EDR
0001384969
Trubiana Thomas
999 SOUTH SHADY GROVE ROAD, SUITE 600
MEMPHIS
TN
38120
1
1
0
0
President
Profit-Only Interest
2017-03-01
4
A
0
23662
0
A
Common Stock
23662.0
91803
D
Represents a grant of performance based awards pursuant to the Education Realty Trust, Inc. ("EdR") 2017 Long-Term Incentive Plan (the "Plan"), which will vest upon continued employment at the end of a three year performance period provided that certain performance criteria are met over that three year period. The reporting person has elected to receive his performance based award in the form of profit-only interests ("POIs") in Education Realty Operating Partnership, LP (the "Operating Partnership"), a subsidiary of EdR. Each performance based award represents a contingent right to receive 0-100% of that number of POIs based upon the achievement of certain performance criteria set forth in the Plan. The amount presented represents the maximum number of POIs that the reporting person can receive upon achieving the maximum performance (or 100%) level.
Upon the occurrence of certain capital account equalization events, the POIs will become ordinary units of the Operating Partnership and may be redeemed for cash or, at EdR's option, shares of EdR's commonstock on a one-for-one basis.
The Compensation Committee of the Board of Directors of EdR approved the total dollar value of a grant of performance based awards on March 1, 2017, at a fair value per unit to be determined. EdR engaged an independent third party valuation consultant to establish the fair value on the date of grant. On March 2, 2017, the valuation report was finalized and the grant of POIs was determined.
Represents (i) 4,912 POIs granted under the EdR 2015 and 2016 Long-Term Incentive Plans that have vested, (ii) an aggregate of 9,033 POIs granted under the EdR 2015, 2016 and 2017 Long-Term Incentive Plans that will vest ratably over the corresponding three year periods, (iii) an aggregate of 54,196 performance based POIs granted under the EdR 2015 and 2016 Long-Term Incentive Plans that vest on January 1, 2018 and 2019, respectively, subject to certain performance conditions and (iv) 23,662 newly granted POIs described above.
/s/ Lindsey Mackie, as Attorney in Fact for Thomas Trubiana
2017-03-02